Fallen Angels, Righteous Demons
by SilganSentry
Summary: After the fall of Project Freelancer, the ones left are scattered and their wings clipped making them outcasts. The ones who rise from the embers of the flame, become righteous and heroes to the cause. Two troubled Spartans find themselves at odds ends when one becomes a Fallen Angel and the other a Righteous Demon. (I own nothing except the OC's mentioned)
1. Chapter 1

Fallen Angels, Righteous Demons

Chapter 1: Memory is...

**9 OCT 2557**

The cool winter air nipped at the remaining freelancers as they stood in the midst of a snowy and icey area. Some hardly remember what happened, having been knocked unconscious upon impact with the snow covered mountain.

Many would think a Frigate class ship provided by the UNSC would suffer many damages due to the shear speed the ship was dropping at, but here the Mother of Invention stood. Virtually unscathed by the impact.

One freelancer walked off the ship calmly, her superior in tow. Having gotten into a minor scuffle with a few of the traitors, she bore a small cut on her forehead just a mere few inches above her head. It wasn't a severe cut, but it would leave a small scar. She herself was trying to understand what had happened. It had happened so fast, she found it hard to really catch up with it all.

_'What happened? I mean, obviously Tex and York betrayed the project but what happened to Penn? And CT? Hmph. One of them dead most likely. It happened so fast..' _the blonde female thinks remembering all of what happened.

"_**Security Breach: Level Alpha**__" an AI squawks over the ship's intercom system. A blonde armor clad soldier rushes to the bridge to check on her superior. "Agent California, it's Agent Texas. Intercept and detain her, no more is that understood?" A goateed man with a southern drawl orders to the blonde soldier known as Agent California. "Yes sir, but what about you? We need to get you out of here. Both of you." she interjects. The goateed man adjusts his glasses and ponders the question for a moment. "Very well Agent California. You may escort us to safety, I'll send Agent Carolina to deal with Agent Texas." he replies. "But sir, are you sure that's-" "Yes Agent California. Now, are you going to lead us to safety or not?" he questions sternly. "Yes, Director. After you, sir." she says her tone dropping in defeat. She places her Mark VI helmet on and follows the Director out of the bridge. Shortly after the ship begins to rattle and shake as it plummets towards snow covered hills and mountains, turning into a large ball of fire as it breaks the atmosphere of the planet. California struggles to maintain her balance but presses on, this time taking the lead in front of her superiors. __**"Altitude decreasing at a rapid rate. Be advised, impact imminent. Security protocol Golf Tango Foxtrot Oscar 04-4517"**__ The AI says in a monotone feminine voice. "Understood FILSS." The director calls out. In the next moment, time seemed to slow for Agent California as the ship made impact to the ground, sending her, and her superiors to a dead stop._

California shakes off the memory as she feels a gentle hand on her shoulder.  
>"You did well California." the Directors gruff voice says.<p>

As comforting as his words were, she still wondered where her missing friend had gone off too. She was a jumbled mess of emotions. She was angry, in slight pain, upset, frustrated, worried...So much so the best she could mumble out was a "thank you sir." and she trod out onto the snow in time to see a large armor clad male throw a smaller Armor clad female with fire red hair off the cliff.  
>"Maine no!" she shouts and at the same time, another armor clad female hollers the same thing.<p>

Out of her peripheral, California catches the black armored female. _'Tex...'_ she grumbles to herself angrily. But she's too slow to react as Tex takes off for the higher hills and mountains, away from the Mother of Invention. She moves to go after her but is stopped by the same gentle hand.

"Let her go." the Director says.

"But, sir!" she interjects.

"Just let her go Agent California, don't make me make it an order." he threatens, but in a cool voice rather than a threatening one. This is enough to get her to back down and obey the man next to her.

As she walks away from the wreckage with her superior in tow, she can't help but think about her lost friend, the one known as Agent Pennsylvania.

_'Where are you Penn? Are you now among the many Spartans MIA or are you alive and well? Watching over the fall of the project? Wherever you are...be safe.' _she thinks solemly as she sets a brisk pace to get away from the wreckage that held so many memories.


	2. Chapter 2

Fallen Angels, Righteous Demons

Chapter 2: The Key

**10 OCT 2557**

Early morning light spills over the snow capped mountains and a lone armor clad soldiers gazes out at the beauty of peace and stillness. It had been too long since this war hardened soldier has seen something this calm and serene. She has a fleeting feeling of hope that this is how it will be for her. She knows at the back of her mind that this is not true.

She was a Spartan. A super soldier of the UNSC. She wasn't just any Spartan. She carried a great burden and held a famous name. She was none other that Sierra-013 or Commander Lydia Summers. She was more commonly known as Lydia 013 or just Sierra-013 to her superiors. With her name carried the uttered whispers of the lone survivor of Reach.

Many years ago, Lydia had lost her entire team due to an ambush attack by the Covenant on Reach. Not only that but she had lost her secondary team, Noble, to the Covenant as well. One of the deaths affected her more than the others, and it is a death that haunts her to this day, even 5 years after the Great War.

She shakes her head and removes her Mark V helmet. The rest of her armor consisted of HP/Parafoil chest piece, Commando left shoulder piece, Recon right shoulder piece, a Hardcase, and FJ/Para knee guards. Her armor colors matched the snowy terrain, being white and ice. Her helmet's silver visor gleamed as the sun hit it.

Lydia sighed contently, if only for a moment, she was going to enjoy the peace. She inspected the many scratches and scuff marks left in her armor from the war. She even lightly brushed and armored hand across a large scar that cut into her left eye, starting just above the eyebrow and ending at mid-cheek. She also lightly grazes a smaller scar at the right corner of her lower lip. She remembers these scars all too well. Her ice blue gaze stretches out across the landscape, seeking something. She touched the scar on her left eye again and remebered how it had pigmented her left eye to a more crystal blue than the normal icey color they held. She almost lost her sight that day, but she would choose to lose that, over her beloved teammate.

_**Reach 2552**_

_Explosions errupted and shook the very ground the soldiers stood on. 2 armor clad females were running, face-paced toward their objective; a Covenant Super-Carrier that loomed over their heads. A white and ice colored Spartan fires furiously at a few Elites, keeping her Cyan colored counterpart free of gunfire. "Commander! We've got to move quicker or we won't make it in time!" the Cyan colored female hollers, a thick Russian accent accompanying the voice. The white colored Spartan takes down a few more Elites before responding. "Alright. Keep up Leiutenant Commander!" she hollers as she greatly picks up speed. Unbeknowst to them, a Banshee over head was watching them closely planning its' next move. Once they were close enough to their objective, the Commander yelled out, "Kat, activate the bomb now!" Kat was already doing what was told and replied with a curt, "Already on it Lydia." The two females kept running until the Banshee made its' move. It was too fast for them to react properly and all Lydia could do was attempt to push Kat out of the way. But, it was too late as the Banshee unleashes its' bomb, sending the two Spartans careening for the ground. Both of their HUD's flashed, stating that their shields were down. Kat lay motionless and Lydia struggled to sit up, feeling blood trickle down her face she could also see the battle field out of the upper left corner of her visor as it had shattered upon impact with the Banshee's bomb. She crawled over just in time to see another iron clad Spartan whom she knew as Thom, jetpack away, the bomb with him. A suicide run. She finally reached Kat and upon doing so she heard a large explosion, and bright white light made her shield her eyes from the blast..._

She shook her head from the memory as she heard the crunch of snow coming from a few kilometers behind her. She quickly places her helmet back on and using the color of her armor to blend with the environment, she hides, waiting for whatever, or whomever may be coming up the hill.

She observed quietly as a Silver and Cobalt colored Spartan showed up just over the ridge. Along with her was a goateed man clad with glasses, and a darker skinned gentleman with him. Lydia had to hold her breath as her gaze was fixated on the Spartan in front of her.

"We'll make camp here then we'll see if we can radio for help." the Spartan says, the feminine voice only confirming Lydia's theories.

The Spartan that was just a mere few feet away was none other tha Lydia's closest friend Commander Serena Frost, otherwise known as Sierra-301 or Serena 301. Serena was the former Commander of the Spartan squad Blue team. In order to save her teammates, she had stayed behind on Arcadia so that they might live. No one had ever known whether she was killed but she was listed as MIA. Lydia knew her best friend wasn't dead. After all, Serena was one of the toughest Spartans she knew besides John 117.

She hesitated approaching her though, since her best friend was in the company of some unwanted company in Lydia's eyes. She knew those two well. _'The Director and the Counselor...' _she grumbles to herself. They were the very reason she helped CT betray the project in the first place. Although she had recieved news that CT had died due to injuries recieved from Tex. No surprise there. She had promised CT at the very moment she met her that she would help her bring down the project. And as evident from the wreckage of the project's frigate _Mother of Invention_, she was successful in her mission.

So, instead of blindly exclaiming her presence, she simply sat in silence, monitoring the trio silently. She knew her friend was faithful to the Director, a little to faithful in her opinion, but she knew that if she could just tell Serena everything and try to reason with her, that maybe, just maybe, her friend would give up this nonsense.

"What will we do for heat. It's awfully cold out here. And we haven't got any food. What do you suppose we do, sir?" the Counselor says, breaking the silence.

Lydia takes this as her oppurtunity to approach them, afterall, it appeared that Serena wasn't armed and she knew the other two weren't armed as well. Stepping out from the shadows and moving as silently as the snow would allow she approached the makeshift "encampment"

"Well, if you're smart, you'd find some dry leaves as well as some twigs and branches to build a fire. You'd also dig a hole in the snow and area around it for said fire. And as far as food goes...well, guess you guys are just going to have to hunt for it." Lydia remarks smugly as she watches the surprise from two out of the three. She sees the other one stiffen at her words.

"I know that voice..." Serena mumbles.

"What in the-"

"It can't be-"

"Surprised to see me?" Lydia says a smug grin hidden by her visor.


	3. Chapter 3

Fallen Angels, Righteous Demons

Chapter 3: But it...

**(Warning: This Section has strong Language and Mild Violence, Viewer Discretion is Advised)**

"Surprised to see me?" Lydia says, a smug grin hidden by her visor.

"Can't say I'm very thrilled Agent Pennsylvania. We could have used your skill set when the traitors attacked." the Director comments dryly.

The Counselor nods his agreement. Serena on the other hand, remained silent. Too shocked to even make a statement about her friend's presence nor able to bring herself to look at her. Lydia took notice of this and immediately stepped closer to her friend.

"What's the matter Serena? You look like you've seen a ghost." Lydia jests, trying to get her friend to turn around.

"Because maybe I am." she replies, her voice growing angrier as she wheels around on Lydia. She draws her sidearm immediately and points it at Lydia's head.

"Whoa! Whoa! Easy! There's no need for that." Lydia says, throwing her hands up in surrender.

"Maybe there is! Where were you when the _Mother of Invention_ was under attack? Where were you when Maine threw Carolina off the cliff, or when Tex ran off, making her perfect getaway? Where were you when I needed you?" she hollers, her self control and the control she had on her emotions dissapating as she interrogates her so called "friend". She clicks off the safety to prove her point.

"Look, you wouldn't understand even if I did tell you. The point is, I'm here now so what difference does it make?" Lydia growls back, growing irritated as she is berated by her friend.

"You told me yourself that you were loyal to the Project. Or was that all a lie just to cover up something? Something you're obviously hiding!" Serena threatens lowly.

"It was a lie! I admit that. But like I said, you would never understand if I told you my reason for leaving before the _Mother of Invention_ crashed. Now, I suggest you lower your gun before you get hurt." Lydia states coldly.

"I trusted you...you were my best friend. You lied to me. And what's worse, you're a traitor." Serena replies as she tightens her hold on the pistol.

"Don't do something that you're going to regret. What will killing me do? It will make no difference and it will martyr me to the cause! CT was the same. She's a martyr now, thanks to Tex." Lydia says sternly, gazing at her friend and attempting to will her to lower the weapon.

"I'm sorry Penn. You're a traitor. And traitors must die." Serena replies, her voice shaking a bit as she wraps her right index finger around the trigger, slowly squeezing it.

Time slows as Lydia reacts immediately, using her heightened senses to grab Serena's hand and push it away. The gun fired missing its' target and as Lydia's instincts kicked in, she bent Serena's wrist back hard, making Serena release the pistol immediately. Once disarmed, Lydia kicked her friend in the chest with enough force to send her back, but not enough force to hurt her too much.

A good distance stood between the two Spartans as Serena recovered quickly, glaring at her "friend" though it was hidden behind her blue colored visor. Serena rose and reached down on the right side of her thigh armor an grabbed what looked like a handle. But, it wasn't just any handle. It was a handle to an energy sword.

"I'm not going to hurt you Serena. I may have lied to you yes, but I was protecting you. I didn't want you to do something you regret doing. Not that you'd ever have the guts to betray him anyway, but I digress. You may kill me Serena, but just know that the whole time I was helping CT, I thought about how I was going to protect you." Lydia calls out to her friend, her voice carrying truth and sincerity with every word.

"Clearly you don't know me as well as you think. Times have changed _Lydia_," she spits out Lydia's name with venom then says, "I won't let you get away with treason. If that means killing my best friend then so be it."

Serena unleashes the sword, its' glowing tips sharp as a knife's edge but could cut through flesh like butter. Lydia shook her head in disappointment. If she was going to fight Serena, it was going to be on her own terms. So naturally, she used her armor ability that mimicked Carolina's and began to blend with the area, seeking out the shadows to be her best place to strategize her next move.

Serena ran at her but lost her right before she could make the killing blow. She looked around wildly, searching for any sign of her traitorous best friend. She looked around at the hill tops, trying to glance a look at the gleam of a sniper rifle or something that would give Lydia away to her position.

"You can't run forever Lydia! It's cowardly that you would even run from a fight. I thought you were better than that!" She yells only to be met with silence.

Lydia watched from a distance, she was indeed on a hill top, but with the sun high in the sky, she knew it'd be foolish to bring out her favored weapon; the sniper rifle. Instead, she was going to have to make quick hand-to-hand strikes before disappearing again. It was a 50/50 chance that she'd succeed without being killed by Serena's energy sword but it was a chance she was willing to take, if only to get her friend to understand the truth.

She slowly begins her decent, using the shadow of the nearby mountain to cover her movements. She observed as Serena began looking at the snow, trying to track her via footprints. However, it was a difficult task as the wind began to pick up, bringing a small snow drift with it, making the tracks almost nearly impossible to see. Lydia used this as her moment to strike, appearing directly behind Serena and placing a well aimed roundhouse kick to Serena's back. Serena stumbled forward and landed face first into the snow, losing her grip on the energy sword as she went.

She then felt, a great weight on top of her back and knew Lydia had pressed her boot into her back. She tried to struggle but Lydia stood unmoving from the wriggling Spartan beneath her. She sighed frustratedly at Serena's attempts to escape and rolled her eyes.

"I told you Serena, you may kill me but don't think I'm going to make it that easy." Lydia says.

"I've been going easy on you. And, I'm letting you pin me. If I really wanted to I could overthrow you before you could blink." Serena replies vehemently.

"Then why haven't you?" Lydia questions.

Serena stops her motions and falls silent.

"Exactly. Because you know you won't be able to do it. You won't be able to kill me. After everything we've been through, you can't bring yourself to do it because you know you'll be haunted by the memory." Lydia states matter-of-factly.

"You mean like how you're haunted by the memory of your dead girlfriend! Get over it Lydia! There's nothing you could have done an it's been 5 years. Let her go!" Serena retaliates.

Lydia clenches her fists angrily and stiffens at the mention of the memory of Kat. Her blood boils with anger as she replays Serena's words in her head. Almost as Serena's way of mocking her. She clenches her jaw tightly in an effort to control her anger.

"It's not that simple! You weren't there! How could you have known? There was something I could have done! I failed her and Noble! And...for the record...she's not my girlfriend." Lydia growls as she shoves Serena into the snow further before stalking away from her former friend.

"It is that simple! You just refuse to let go of a memory!" Serena hollers back to her, scrambling to her feet and standing defiantly.

"I could say the same for that bastard you're protecting." Lydia mumbles and walks away.

Serena moves to go after her but is stopped by the same familiar hand.

"Let her go too Agent California. Right now is not the time to be going off on a whim and coming back wounded. Let's just set up our camp and plan our next move, then you can go and do as you please. Is that understood Agent California?" the Director orders.

"But sir-"

"No Agent California. Now, I'll ask again. Am I understood Agent California?" he states angrily, growing tired of the disobedience from one of his most trusted agents.

"...yes sir." she replies solemly and watches with anger as Lydia's form dips out of sight over one of the many snow covered hills.


	4. Chapter 4

Fallen Angels, Righteous Demons

Chapter 4: Always...

**(Warning: Strong Language and Slight Insanity, Viewer Discretion is Advised)**

(I also apologize if some Characters seem OOC in this section)

**OCT 11 2557**

A warm flame roared to life as Serena lit the fire. The trio all sat on a slightly damp log and gazed into the flame intently. All of them shocked by the events that had transpired hours ago. Serena knew she had missed her oppurtunity to hunt down her traitorous "friend" but she was not going to disobey her superior.

Her thoughts drifting back to Lydia, she became infuriated and her blood boiled. _'I can't believe her!' _she screams in her head. _'That bitch betrayed me! I thought she was my friend! Clearly I've been misguided this whole time. Oh she'll get what's coming to her...I'll show that backstabbing motherfucker that it's a fatal mistake to mess with me!' _she grumbles, kicking the snow lightly with her boot.

While brooding, she never noticed the Director move closer to her side. He was concerned for the well being of one of his best Agents. Even if she was angry, he wasn't going to let her stumble into madness. She was his protector right now, and he needed her now more than ever, and he needed her to focus on the task at hand. He placed a gentle hand on her shoulder, stirring her from her reverie.

"California, I understand your frustrations. It's not easy to learn that someone so close to you can stab you in the back. But, you need to listen to me. She may think she has destroyed the project but I can rebuild it. I just need time. You're one of my best Agents California, hell you're nearly as good as Tex, but the point is, you are what's left of the muscle of Project Freelancer. I need you on top of your game, most importantly, I need you healthy. Don't let this little scuffle jeopardize the mission." he says in a gentle tone.

"I understand sir, and it won't. Thanks. For everything. Without you, I probably wouldn't be here right now." she replies, a small smile forming on her face as she looks at the man who had quite literally saved her life.

_**Arcadia 2552**_

_ 6 Spartan II's sprinted across a grassy field. Shells were flying at rapid speeds and plasma rounds cut through the air as they ran toward their LZ. The other six had pulled ahead but the seventh, a female clad in a Mark VI helmet, complimented with an HP/Halo chest piece, FJ/Para shoulder guards, a tactical pad, hardcase and Grenadier knee guards lagged behind them. Her silver and cobalt colored armor gleamed in the sunlight as she spun around to fire at the on coming enemies. A pelican flew in fast, hovering just low enough for the Spartans to jump on board. The LZ was getting hot and the female knew she had to give her friends, and teammates a window for evac. She was going to have to stay behind. "Get them out of here pilot! I'll keep the LZ free!" she hollers to the pilot. "Ma'am? Are you sure, I can-" the pilot interjects but is cut off with the female saying, "I'm giving you an order pilot, don't make me pull rank on you now go!" Upon this, the pelican pulls away, and the female is left to her ultimate demise. Three Elites with energy swords close in on her from all sides, backed up by Grunts and Jackals. She knows she has no hope of winning, but she refuses to go down without a fight. She chants in her head, 'Death before Dishonor'. She charges at the first Elite, firing as many DMR rounds into him before taking out her knife and stabbing the creature in the eye, effectively killing it. The other two Elites as well as the Grunts and Jackals take notice and immediately fire at her. She takes too many plasma rounds and her shields break, leaving her for certain death. She takes a few rounds and can feel the plasma burning her flesh. Combining with earlier injuries, left her bloody and broken. But, she was determined to go out with a fight. She ignites a plasma grenade and launches it at the nearest elite. The grenade sticks to the Elite's chest blowing up after two short seconds, effectively taking out most of the Grunts and Jackals. The last Elite left charged at her with his energy sword. Her advanced training and heightened senses allowed her to dodge the deadly swipe and counter with her knife as she yet again, stabs the creature in the face, effectively killing it as well. Pulling out her DMR she finishes off the last of the Covenant troops with a few trigger pulls. She clutches her side and coughs, blood coming with the cough, staining the inside of her visor. She pulls her helmet off and tosses it away. She then collapses into the grass, feeling death's cold hand upon her. But, something pulls her back to the land of the living as she hears a pelican overhead. She observes as a goateed man with glasses steps out, an armor clad soldier with him. He extends a hand and she greatfully takes it, rising to her feet with the help of the mysterious man and his armor clad friend. "Thank you. Thought I was a goner. Who are you?" she asks the man with glasses. "First, let's get you medical attention, then I will answer any questions you have." She simply nods and falls into unconsciousness as the pelican ascends to the clouds._

California shakes her head at the memory, it was all too vivid of a memory. She had let her team live, thinking she would die that day along with one of her teammates. The Director took notice and patted her shoulder gently.

"Don't mention it California. I was happy to answer that distress beacon of yours." he replies.

She nods again wordlessly much like she had five years ago. She owed this man her life and she could never thank him enough. So, naturally, when he had asked her to join the Project, she didn't hesitate on her answer. Even if she could never bring herself to admit it, she had grown fond of the Director though their relationship was strictly professional.

"I think I'll try to radio four-seven-niner, see if she's alive and willing to come get us." California says, rising to her feet and grabbing her helmet as she went.

"That would be wise." the Director replies casually, standing with her as they gaze out at the sunset.

Lydia sighed frustratedly, remembering the small scuffle she had gotten into with Serena just hours before. Though she was pained by what Serena had said, she was not going to dwell on the memory. Too many emotions she did not want to deal with at the current moment. She had never heard so much anger dripped into her friend's voice. It was unnerving to Lydia.

_'Why is she doing this? Why doesn't she that the Project is nothing but a band of misfits dealing in illegal experimentation funded by the Chairman of the UNSC? Ugh. I don't understand her sometimes. Then again, I've never seen her so angry. Not even at me. This man has warped her way of thinking. She used to think so clearly and be able to make rational decisions. Whatever he pumped into her clearly worked because she's willing to follow that fucked up motherfucker to his grave!' _she pauses in her thoughts and suddenly an idea hatches. _'That's it! I've got to cut off the head of the snake...It's decided then. The Director must die...Say your prayers Doctor Leonard Church, your worst nightmare is about to come true.'_ She chuckles at her own thought. She considered herself not that intimidating but she was going to try. Refocusing her attention to the new mission at hand, she began to strategize ways of killing the Director. She knew she'd have to separate Serena from him which would be damn near impossible since she was damn near being his pet. She ground her teeth just thinking about it. Everything about that man infuriated her.

_'He stole my best friend away from me, made her believe he was some fucking saint! I won't stand for this. I know I said I wouldn't hurt her but damnit! I will if it gets her to see the truth.'_ she growls in her head.

"Brooding again I see." a feminine voice chimes in, bringing her back to reality.

"Kat?" she questions, thinking she must be seeing things.

"Who else?" she questions as the ghostly figure of Kat appears on the other side of Lydia's small fire.

"But-but you're dead. Y-You can't possibly be alive!" Lydia says, her voice breaking a bit.

Kat sighs then says,

"I am, but your mind believes I live so here I am, a mere figment of your imagination." she replies matter-of-factly.

Lydia falls silent. Kat comes over to her and takes a seat next to her, placing a ghostly hand on her shoulder. Even though she wasn't real, the hand that rested on Lydia's shoulder felt warm and Lydia believed, if only for a moment that she was real.

"I know you're upset, but sitting here, brooding, isn't going to help. I hate seeing you so upset. You used to smile everyday even if you were having the worst day of your life. You always wore a smile and cheered everyone up around you. You were like instant sunshine on many people's clouds. I miss seeing that smile. It was a genuine, real smile. Ever since Reach, you've been silent and stoic. Letting these feelings fester is not going to help your sanity. Hence why you see me right now." Kat says gently.

Lydia, with tear filled eyes that she refused to let fall, gazed at her closest friend, besides Serena. Everything about this phantom seemed real. The scars that littered Kat's face, her emerald green eyes, the Cyan/Ice colored armor, the robotic prosthetic, her short dark hair, and her accent all screamed to Lydia that she was really here. But, at the back of her mind, she knew Kat really was a figment of her imagination. A cruel trick that her mind was playing on her.

"Lydia...even if I'm not here physically, I'm always here, watching over you. I can't stand seeing you like this and it's been going on for five long years. Serena is right. You need to let me go. I'm not saying for you to forget me, and that's not what she's saying either. She hates seeing you so torn up about my death as I hate seeing you like this. You're not yourself. And, maybe, you know that but refuse to acknowledge it. You're killing yourself Lydia by tormenting yourself with my memory. There was nothing you could have done. Believe me. Even if you had pushed me out of the way, my shields would still have been down. They were damaged, the next hit would have killed me anyway. You need to stop blaming yourself. I don't blame you, I never have." she says cupping Lydia's chin and bringing her to face her.

A single tear escaped Lydia's eyes and she tore her gaze away. "I'm sorry...I'm so sorry..." she replies, choking back sobs as another tear escapes.

Kat's gentle hand whipes away the tears and she brings Lydia's face to face her again.

"It's alright Lydia. It's alright. Just...promise me one thing.." Kat says warmly. Lydia nods.

"Promise me you'll let me go. I promise that I'll never leave your side." she replies softly, hugging the slightly taller girl to her chest. Lydia feels the cool metal of Kat's armor and struggles to fight more tears as they flow freely.

"I-I promise...Don't leave me please..." she begs the ghost.

"I promise. I'm not going anywhere. I'll be right here for you." she replies.

"Always?"

"Always." Kat's voice says as it fades to a low echo in the back of Lydia's mind as the phantom disappears.


	5. Chapter 5

Fallen Angels, Righteous Demons

Chapter 5: Fades

**(Warning: This section contains Strong Language and Mild Violence. Viewer Discretion is Advised)**

_A lone soldier stood on an open battlefield. Her golden tresses pulled to the right by a strong breeze. Her face contorted with pain and blood rushed down her cheek. She clutched to her side, breathing hard and the warm maroon colored liquid stained her armored hand. She glares over to the attacker, another armored soldier, before falling to her knees, still clutching her side._

_ "W-why are you doing this?" she chokes out before coughing up blood, its' metallic taste making her cringe with disgust and pain._

_ "It's what I must do." the other female says dryly, almost devoid of emotion._

_ The blonde female gazes back at the white and ice colored soldier, struggling to stand. She watches helplessly as her legs refuse to move, no matter how hard she willed them to work. A few feet in front of the other soldier that had wounded her was a man with glasses and a goatee. She stared in shock as the other female raised a pistol to his head and pulled the trigger._

"NO!" Serena calls out, jolting awake.

She gazes around wildly before slightly settling down upon the realization that she was on the pelican. She took deep breaths, trying to calm her nerves. She gazed around the gunship and saw her two superiors resting easily. The only one that seemed to take notice of the frantic Spartan was the Pilot.

"You okay back there? Nice set of lungs you got there, what's wrong?" the pilot's feminine voice calls out to Serena.

"Y-Yeah, I'm fine. Just a bad dream is all. Nothing to worry about Four-Seven-Niner." she replies, hopefully with a sturdy enough voice to convince the worried pilot.

"Alright. If you say so." Four-Seven-Niner says, dismissing the topic and skillfully maneuvering the pelican to its' intended destination.

After a long pause she says,

"You should wake up the Director, we're almost to the base. Once I drop you guys off, I've got to go get some of the other freelancers. Their beacons are blowing up my Comms like you wouldn't believe."

Serena nods silently and strides over to the Director. She shakes his shoulder gently and the man jolts awake.

"Wha-Where-What's wrong Agent California?" he asks in a startled daze.

"Nothing's wrong sir. We're almost to the base. Four-Seven-Niner wanted me to wake you up." Serena replies calmly.

"Very good. Thank you Agent California." he replies, adjusting his glasses before standing up.

Unbeknownst to them, someone else was aboard the ship, watching them from a close distance. It was times like these that it paid to blend in with the surrounding area. This person used it to their advantage, after all, being in a recon squad required stealth.

The pelican arrived at its' destination a few short minutes later. As Serena, the Director, and the Counselor piled off, so did the unknown intruder. The trio walked along a predetermined path and were shadowed by the stalker. Serena began to have an uneasy feeling, almost like the feeling of being watched. The Director took notice and stopped.

"California, I assure you that if anybody was following us, FILSS would have picked up on them. I know your quarrel with Agent Pennsylvania has you on edge but don't let every shadow or every sound get the better of you." he says calmly then continues to walk towards the main complex.

"Yes sir." she replies while walking a few short feet behind him.

She didn't like how the Director was being so casual about things. If anything he should be taking the necessary precautions in case there's an attempt on his life. She shakes her head dismissively knowing that no matter what she would try to tell him, he simply wouldn't listen. She may have been his best Agent, and he may trust her quite a bit but it seemed that he didn't trust her enough to make judgement calls on his safety. At least, not entirely.

Once the Director was safe inside the complex, Serena decided to take a walk around the base, deciding it best to familiarize herself with the area. After all, it was a good opportunity to see where her former friend would try to sneak in from.

She was a good ways out when she heard footsteps heading her way, and quickly. She readied herself and prepared to retaliate in case the unknown person wanted to attack her. Instead, the footsteps stopped just a few feet behind her. Puzzled she turned to face whoever had been trying to sneak up on her.

"Hello again Serena." Lydia says smugly.

"How did you-When did you-" she starts to question but gets cut off by Lydia saying,

"The pelican of course and about the same time you did."

"It doesn't make any sense! How did FILSS not detect you?" Serena questions, flabbergasted.

"Simple. My armor ability not only conceals me from the naked eye, it also conceals me from AI detection as well as security detection." she replies easily.

"You know, you're really starting to piss me off with this nonchalant attitude of yours." Serena says, her voice turning cold as she grows fed up with Lydia's games.

"Temper, temper Serena. It's not good to be so angry all the time. Just because you treat me like the enemy, doesn't mean I have to treat you the same way. Besides, I figured we could talk now that the puppet master isn't pulling your strings." Lydia replies equally as cold.

Serena grinds her teeth together. She was nobody's puppet! She was going to prove it to Lydia, even if it meant a more violent demonstration.

"I'm nobody's puppet! I'm thinking as clearly as I have before, you just don't see that." Serena growls.

"I suppose it's only naturally for someone who's been supressed for so long to think that way isn't it? Of course I can't see it because it's not there! As far as I'm concerned, the Serena I knew, died on Arcadia. _This_ whatever this is, is not who you are. I've saved your ass plenty of times and you never felt the need to be forever in my debt. And, I never expected you to. I just figured that you would have done the same. Whatever he promised is false. You're just as disposable as the rest of us." Lydia replies angrily.

Serena falls silent as she ponders what was said. In a way, maybe Lydia was right. Maybe she has lost sight of who she was, but how could she believe Lydia when Lydia had betrayed her. It frustrated her that her former friend couldn't see that she was how she was before Arcadia. She was thinking for herself, regardless of what Lydia said.

"You're wrong. You're the one who's died. The better part of you died on Reach. Now you're just a cold, heartless bitch." Serena says.

Now it was Lydia's turn to fall silent. All this talking nonsense wasn't getting her closer to her goal. So, she decided to give up on trying to reason with her friend. She was just going to kill the Director and leave. But first, she needed a distraction. As if her prayers were answered, four freelancers, who she saw to be Maine, North and South Dakota, and finally Washington. They were calling for Serena. Using the opportunity, as soon as Serena turned her head, she activated her armor ability and slipped away, unnoticed.

"Hey guys. Good to see you're all still alive." Serena comments then turns her head back to see that Lydia had vanished.

"Goddamnit! She always fucking does this." Serena mumbles angrily.

North picks up on it though and says,

"Who does? Last I checked you were alone Cali. Is there something we should know?"

"_Penn_... She was here. And, she betrayed us all. She helped CT bring down the project." Serena replies, her voice dripping with anger.

"Penn? As in good old Agent Pennsylvania? She couldn't have possibly done that. It's not like her to do that." North replies dismissively.

"And even if she was here, how come we didn't see her?" South chimes in in her usual negative attitude.

"She used her armor ability to escape. Like Carolina, she can blend with her surroundings. But, she can't be picked up by AI detection or security detection. That's what makes her so dangerous." Serena replies growing irritated.

"That may be so, but we still would have seen her behind you. We didn't see anything right guys?" North asks turning to his companions.

They all nod in agreement then North says,

"I think you need some rest, you're starting to see things."

"I'm telling you! She _was_ here! I know what I saw, and I talked to her!" she yells, willing her fellow freelancers to listen.

Contrary to Serena's belief, Lydia hadn't actually left, she was standing directly behind Serena and decided to mess with her a bit. _'This is going to be fun'_ she thinks to herself.

"Now look who's seeing ghosts." Lydia whispers, loud enough for Serena to hear but two quiet for the other freelancers to hear.

Serena whirls around then calls out,

"Show yourself Lydia! I know you're here!"

The others gazed at her with questioning looks. A few though, were worried about California's sanity. They had never seen her so convinced that someone was there, when there was no one in sight.

"Hard to see what isn't there, _Serena_." she whispers again, tauntingly.

Serena growls in frustration and lashes out, only to be attacking the air around her. North, having seen enough, places a gentle hand on California's shoulder. Serena stops her movements when she feels the hand and turns to face him.

"Look, you clearly need some rest, you're acting crazy, it's not normal. Some shut-eye ought to do you some good. Come on, it's no use trying to prove something that isn't there." he says gently before leading Serena to the main complex. The others followed him in turn, now all worried for Serena's sanity.

Lydia chuckled as she turned off her armor ability. She watched them go and couldn't help but think that she had done a good job in making Serena look crazy. _'That'll teach her.'_ she thinks with a slight chuckle, she too then treks to the main complex, hoping to corner the rat and finish him off for good.

**OCT 13 2557**

Lydia had managed to stay on the down low in the base as she monitored the activities of both the freelancers, and the Director. It seemed the Director was succeeding in keeping the project alive but what she had recently learned disturbed her. He was going to have the Recovery teams take back the AIs. Every last one of them.

She only knew this because she had seen Wash descend into madness because of Epsilon. It saddened her to see a gentle soul be put through that kind of torment. She kept this as a reminder as to why she was going to kill this man, if it's the last thing she does.

Some of the other freelancers didn't take too kindly to the news. The list included York and Wyoming. Lydia knew she had to remain unseen or her and her AI, Tau would be targeted as well. Lydia understood why those three had left. Many of them had formed attachments to their AIs. Even Lydia found herself fond of Tau. She could tell that Serena was hesitant to give up her AI, Omicron. But, she also knew that if the Director asked her to, she would give up Omicron. Such a horrible fat for these AIs but Lydia knew that life as a fragmented AI was not a good life. Their lifespans were shorter than that of a full AI.

Shaking her head from the dismal thoughts she monitors the others closely. She wasn't sure what was wrong with Maine but he seemed to be growing more violent these days. She wondered if it was because of his AI Sigma. But it wasn't till recently that she learned that Maine had stolen Eta and Iota, Carolina's AIs. Three fragments to one mind couldn't be any good for Maine's health. Or anyone's for that matter.

"You know hiding from us isn't going to help you." North's voice calls, startling Lydia from her thoughts.

"Oh Jesus Christ! North!? How did you know I was here?" she questions.

"I saw the glint from your sniper rifle." he replies simply.

She mentally slaps herself for being so careless, regardless she says,

"Why are you here? Shouldn't you be on a manhunt for AIs?" Lydia asks, though her voice lacked any venom.

"I should be, but I'm not. I know once we gather the others, it won't be long before they come for Theta. I know what he's going to do once he has them all. At least I know what Wash plans to do." he says solemnly.

"What's he going to do?" Lydia asks.

"He's going to destroy them. He plans on using an E-M-P." North replies.

"I see. So what are you going to do once they come for you and Theta?" she asks casually.

"Well, hopefully, I'm not here by then. I know it's selfish, but, I really like Theta. I guess you could say I've grown attached to the little guy." he replies sadly.

"I know what you mean. Tau is a good AI. She doesn't deserve this kind of fate." she agrees.

"Yeah well, then you best make yourself scarce. I have a feeling Wash is going to crack soon. Whatever is up with Epsilon, has his mentality slowly decreasing." North comments gravely.

"Thanks North. I appreciate you not broadcasting my presence. I hope everything works out for you." she says sincerely before rising to her feet.

"No problem. Same to you Penn." he replies, before making his decent back to the main complex of the base.

Lydia didn't know it yet, but this was the last time she was ever going to see North... Alive.


	6. Chapter 6

Fallen Angels, Righteous Demons

Chapter 6: Fallen Angels

**(This section contains Strong Language and Mild Violence. Viewer Discretion is Advised)**

**OCT 20 2557**

It was a chilly evening around the Freelancer base. It had been several days since Lydia had last seen North. She hoped that things were running smoothly for him. As was expected, Serena still followed the Director like a lovesick puppy. It disgusted Lydia but this is how it had always been

Lydia wasn't entirely ungrateful for the things the Director had done for her. Afterall, he had given her a new purpose, indirectly of course, but still she had a purpose now and made her feel alive much like when she would battle the Covenant. He also had given her a travelling companion. It eased her troubled mind to know that someone was there even though Tau was only an AI.

She sighed contently and looked through the scope of her sniper rifle once more. She decided to take a stroll along the base. Afterall, a night like this was bound to have the least amount of guards. Most of them would be inside complaining about the cold. Since Lydia was in UNSC issued armor, she knew that she could withstand the cold for days if necessary.

Once she saw that the coast was clear, she made her decent down the rocky terrain. It was no easy feat for someone as normal as one of the guards so she knew that even if anyone did spot her, they wouldn't be able to reach her. Technically by the Director's orders, Lydia wasn't an enemy to begin with. But, since Serena decided to treat her that way, she decided to play the part.

She walked silently and slowly around the encampment, feeling her muscles begin to relax after sitting still for so long. It was nice, these little walks that she would take. She found it soothing to just be with the sounds of the base as well as nature that played around it. It helped her clear her head of any uncertainties that she may have brought up during the day. It was walks like these that motivated her to continue her silent vigil on the hill.

She came to an abrupt stop when she was met with the back of another. It wasn't just any old person. No, it was her only obstacle that stood in her way of reaching the Director. It was Serena, the Director's little lap dog.

"Ooof! Hey! Why don't you watch-" Serena grumbles but stops when she sees Lydia.

"Hello again little puppet." Lydia replies, this time devoid of her usual sarcastic tone.

"What are you doing here? After that day, I thought for sure you had left." she says, a bit of anger seeping into her words.

"Yeah well, decided to stick around and have a little fun you know?" Lydia replies, striding around Serena.

Serena grabs a hold of Lydia's shoulder and wheels her around before saying,

"If you think you're going to kill him, I'll be there before you can blink." she threatens, her voice cold. Almost as cold as the nighttime air.

"Relax will ya'? I'm not going to kill him. Not tonight. It's not the right time yet." Lydia simply responds, shrugging off the tone of Serena's voice.

"What do you mean 'it's not the right time yet'?" Serena retortes, growing tired of the cloak and dagger.

"See, I have a plan, and part of that plan is to get rid of you. I just haven't figured out a way to do that yet. And, before you make some snarky remark about how I can't get rid of you, I can just not in the means that you're thinking of.

Suddenly a large E-M-P explosion rocks the base to its' very core. The two Spartans stood unfazed but Lydia took notice on how the guards stumbled. _'Looks like Wash finally cracked. Can't say I blame him.'_ Lydia thinks sadly as she gazes over towards the location of the blast. _'The AI room. Smart man, take them all out at once. Interesting.'_ she thinks with a slight smirk. She places on her helmet and touches Serena's shoulder.

"If I were you, I'd get out of here. If he E-M-P'd most of the AIs no doubt Maine is coming for yours. You best move now while everyone is distracted." Lydia says.

"I'm not leaving the Director here. If Wash is crazy enough to do that than he's more dangerous than you at the moment. I have to go save him." Serena replies, glaring at Lydia as she bolts over to the main complex.

"You're going to regret doing that, I guarantee it." Lydia mumbles before slipping away from the base.

"Sir? Sir! We need to go, now!" Serena calls out, grabbing the Director's attention.

"I am well aware of that thank you Agent California for pointing out the obvious. I've already called for a ride out of here. Four-Seven-Niner is going to escort me." the Director replies in a calm tone.

"Sir? What do you mean? I don't understand." Serena replies, confusion written across her face.

"I feel that it's best that we part ways for now. Do not worry about me, I'll be fine. You must get out of here. Who knows what Washington is capable of, since he's shown he's crazy enough to destroy my AIs." the Director says seriously.

"But sir-" Serena says but gets cut off by the Director saying,

"No buts. Now move Agent California."

"Yes sir." she solemnly replies.

The Director senses her hesitation. He walks up to her casually and clears his throat purely out of nerves. He adjusts his glasses and stops just a few short inches in front of him. The scene was almost laughable despite the current situation since Serena was a full foot or two taller than him.

"I know you must feel reluctant to leave, so in order to reassure that you will leave this base with out me," he pauses and motions for her to lean down. Serena leans down, still confused as to what the Director was doing. He then leans in and gently brushes his lips against hers. Her eyes widened and remained that way long after he pulled away.

"Now go, Agent California." he finishes turning his back to her and monitoring the security alerts.

Serena, too dumbfounded to respond simply rushes out the building and out onto the hill tops. She watched as another explosion in a seperate building went off. She closed her eyes and looked away. She could only hope that the Director knew what he was doing. She placed her helmet on and ran off in a random, direction, getting as far away from the complex as she could get. She needed time to think, and this was the only way she knew how.

Lydia meandered on a beach head, kicking up rocks and twigs as she went. She stopped when she heard a pair of footfalls heading her way. They were heavy so she knew whoever it was, was wearing armor. She timed the strides and knew immediately who it was. Serena. She turned to face Serena, only for her to brush past her as if she wasn't there. Serena only stopped when she reached the water's edge.

"Uh...Serena? Are you okay?" Lydia asks, highly confused by the behavior her former friend was displaying.

Serena remained silent but tore off her helmet and dropped it on the sand at her feet. Lydia looked quizically at her. _'What is she thinking? She can't possibly go for a swim. She'd drown. This armor easily weighs a ton on its' own without our weight.'_ Lydia thinks, monitoring her friend closely. What Serena did next shocked Lydia to her very core.

"He kissed me." she mumbles, seemingly to herself and she touches her lips.

"...He what?!" Lydia exclaims after a moment of silence.

Serena, smiling says,

"He..kissed me."

_'You've got to be fucking kidding me!'_ Lydia screams in her subconscious. This was just one more reason to take on her board of why she hated this man. Now he was promising her a romance that would never happen. _'Oh I'm going to kill this mother fucker for sure!'_ she growls internally.

"Wow. That's...great." Lydia says sarcastically turning away from Serena.

"Do you realize what this means?" Serena asks, completely forgetting their rivalry.

"He just wanted you to shut up and do what you're told?" Lydia asks, letting her anger show in her words.

"No...It means he cares. I always knew he did but not like this." Serena replies with a contented smile.

"Oh for Christ's sake! He doesn't fucking _love _you Serena! He did it so you'd listen to him and leave his ass back at the base! Don't you see? He's using you!" Lydia exclaims, her once calm anger turning into a raging fire.

"What would you know about love? Your 'girlfriend' died before you got the chance! You don't know what it's like to love someone." Serena replies, growing aggrivated.

"Oh...Oh! _I_ don't know what it's like? Are you fucking serious? I loved everyone on my team and Noble even though Carter pissed me off sometimes. I lost every one of them and it felt like my world shattered into a million pieces. Especially when I lost Kat." Lydia retaliates, resting a frustrated hand on her knife. In this state, Lydia was likely to use violence.

"Then why can't you admit that she was your girlfriend?!" Serena retorts, settling her hand on the handle of her energy sword.

Lydia falls silent for quite some time. Serena goes to make a snide comment when Lydia cuts her off saying,

"Because she was more than that. She was more than that petty word. She was the reason I fought as hard as I did in the end, and the reason I continue to live. There have been so many times I've wished it was me who died on Reach but here I am. She was everything to me. When I lost her, I lost part of myself. That's how love really feels. It's invisible yet right in front of our faces. When the person you're with makes you feel invincible is when you know it's the right one. She did that. And now, she's gone and there's nothing I can do."

Lydia kicks up some sand and walks away a bit before digging into her hardcase. Serena gets apprehensive before she sees a little silver ring held between Lydia's thumb and pointer finger. Serena's eyes widened as she realized what that ring symbolized.

"I was going to have her with me for all eternity after the war was over. A childish thought I know, but I was always the optimist. Thinking that the war would end on Reach. I knew by the time we had reached New Alexandria that we were losing. It was evident enough when Kat asked Carter if we had lost. We did. Now, it seems my civilian fantasy of settling down won't happen. I keep this ring as a reminder." Lydia explains solemnly before returning the jewelry to her hardcase.

Serena remains silent as she realizes the true extent of how Kat's death effected Lydia. She knew it had hurt her but she never truly realized how much. She almost felt guilty for saying such awful things to Lydia about Kat's death. She looked down.

"If he really loved you, he'd be showing it a whole hell of a lot better than he is. Instead of one kiss out of the blue, he'd be doing more things to surprise you. Just think about it. Once you do, then come talk to me about love. Until then, have fun finding your puppet master, little puppet." Lydia says softly before walking off into the shadows, seeming to disappear as soon as she touched them.

Serena looked off into the water, the confusion returning to her. Lydia brought up some good points but she wasn't sure if Lydia was telling the truth, or just telling her something to get her on her side again. Serena shook the thought from her head and reclaimed her helmet before walking off in the opposite direction Lydia had took.

|Author's Note|  
>I apologize for the short(er) chapter but I needed a filler because all the fun stuff is happening in the next chapter. Also, again, I'd like to apologize ahead of time for the slight Out Of Character stuff that may or may not have happened in this chapter. I'd also like to take this opportunity to thank all the wonderful people that have given positive feedback and constructive criticism. Without you guys, I probably would not have had enough motivation to continue this story so thank you very much! Wow, almost 150 views! Thanks again guys! I promise, I'll try to update as frequently as I can. Stay awesome you beautiful readers!<p> 


	7. Chapter 7

Fallen Angels, Righteous Demons

Chapter 7: Truth, Regret, Mercy

**(Warning: This section contains Strong Language and Mature Content. Viewer Discretion is Advised)**

**OCT 25 2557**

Serena eventually had caught a ride to the next place the Director was headed to. This place would be impossible to find and the Director had left no traces when he had left the previous base. Serena had doubled back to make sure of that.

That base now lay in ruin thanks to Wash. Wherever he was now was unknown but Serena thanked whatever higher deity existed that he hadn't gotten wind of where the Director was headed next. If Lydia didn't kill the Director, Wash most likely would. Serena shakes her head as she walks to the private quarters of the Director. For what reason, Serena never understood but he had requested that she meet him there.

Upon her arrival to the new facility she had noticed the absence of a certain Counselor but she decided not to press on the matter. _'I'm sure wherever the Counselor is, he's probably fine." _Serena thinks casually as she rounds the corner. She decided to slow up her pace a bit, unsure of why she had been in such a hurry in the first place.

She began to ponder what the Director wanted to discuss and with a fluttering heart and a fleeting hope, she hoped it would be about their kiss that they had shared a few days before. She shakes her head and clears her throat. _'How can I think such childish things? We're professionals and our relationship is professional...Isn't it?'_ Serena questions subconsciously.

Her slow walk comes to a stand still as she stands outside the Director's door. She wasn't entirely sure why but she was nervous. Her heart thumped against her chest and she swallowed hard. Her hand trembled as she reached for the key pad to the door. She knew it was unlocked but still, she hesitated. _'Oh for fuck's sake! Get a hold of yourself Serena! What are you? A teenage girl? No! You're a Spartan for crying out loud! Get a grip!'_ Serena mentally scolds herself as she steels her nerves and enters the Director's quarters.

"Ah, Agent California. Glad to see you made it to my quarters just fine, and right on time too I might add." the Director says.

"I figured it must have been important if you wanted to speak in your quarters, Sir." Serena replies formally.

The Director frowns at Serena's response. For him, this was a very informal occasion. He moves over towards her and says,

"I'm afraid you are misguided California. This is an informal occasion. You may drop the formalities. In fact, that's an order Agent California. No formalities."

"Very well..." she trails.

"Leonard." he finishes for her.

"Very well...Leonard." she says, albeit a bit awkwardly.

"Now, Serena, I'm sure you know why I've called you here don't you?" he asks.

"Yes s-Leonard. Or, at least I think I do." Serena replies, still awkward about calling the Director by his first name.

"I wanted to talk to you about our kiss...and, about us and our current relationship." he states easily.

Serena's heart skips a beat and her stomach drops, making the room feel smaller than it was. She began to feel trapped and it terrified her. She wasn't sure how to respond. She wasn't even sure how she felt. Scared? Nervous? Overjoyed? She couldn't pick. Leonard noticed her hesitation and placed his hands on her shoulders. Thankfully this time Serena was out of armor and just in some casual clothes consisting of a UNSC Spartan T-Shirt and jeans with black combat boots. The height difference was still great but not as great as if she were in armor.

"I know you're nervous, but trust me, you shouldn't be. I promise you, everything will be just fine." he says gently.

Serena visibly relaxed and says,

"Thank you, Leonard."

"It's my pleasure Serena. Now, come, sit down. Would you like something to drink?" he asks happily, acting as a perfect host.

Serena takes a seat then says,

"No thanks, I'm good but thank you."

He nods then comes to sit next her on his bed which, presently, was the only seat in the large quarters.

"Leonard. The only question I have is why you did it." Serena says, looking the goateed man straight in the eye. Her chocolate-brown eyes, searched his emerald-green ones hoping to catch the answer before he said it.

"Because I wanted to. I have struggled with these certain feelings I have for you and the only way I could confirm them, as well as get you to do what I had asked, was to kiss you. I know that was very unprofessional of me, but I had no other choice." he replies simply.

She looks for any sign of a lie in his eyes but finds nothing in the green pools.

"Oh.." is all she can manage as she retreats to her thoughts for some time before Leonard says,

"I know you feel the same way. I see it when you look at me, or when you suggest things so passionately to get me to change my mind. You may not have realized you were doing it but I was very much aware of it."

"So I see." she replies with a surprised look. _'Was it really that obvious?'_ she thinks off-handedly.

"I want you to know that you don't have to hide your feelings anymore. I want you to be completely open and honest with me. No cover-ups. Do we have a deal?" he asks gently.

Serena ponders for a moment before saying,

"Yes, I belive we do."

"Good. I suppose this is where we part ways then." he says as he stands.

Serena stands as well and says,

"I suppose it is."

She shifts uneasily and bites her lip nervously. Leonard doesn't move to usher her out and she doesn't move to leave either. They both stand in awkward silence, unsure of what to do. Serena looks towards Leonard and at the same time, Leonard looks to her. His gentle eyes search hers and she finds herself too weak to move. He leans in very slowly and Serena's eyes widen as her mind catches up to what's happening. She can't will her body to react quick enough and any thoughts of ducking out is silenced when his lips caress hers in a gentle, loving, and all too passionate kiss.

Serena's eyes slide closed as she reciprocates the kiss, shifting closer to Leonard in hopes to close the gap between them. Leonard is surprised by the boldness in Serena's actions and decides to mimic her until there is no space left between them. They remain locked in each other's embrace for quite some time, but the need for oxygen becomes too much and they break apart.

Breathing heavily from the heated kiss, Serena looks lovingly into Leonard's eyes. She smiles and Leonard smiles as well. This time, Serena initiates another heated kiss. Leonard is quick to react and gains the upper hand when he gently rests his right hand on her lower back and his left hand on the back of her neck. She gives in to him all too quickly and Leonard takes control of the situation.

He gently grazes her bottom lip, begging for entrance, which she all too willingly gives to him. Their tongues battle it out for dominance, and the battle is won by Leonard when a small moan escapes Serena's lips.

This, snaps Leonard out of his passionate embrace with Serena. He pulls away quickly and nearly pushes Serena away as well. He moves over to his computer and brings up a message. He clears his throat and straightens his glasses. Serena opens her eyes in both shock and disappointment as she was torn from her lust filled haze. Leonard waves her over and says,

"As much as I'd like to continue this endeavor...We have more important matters to take care of."

Serena immediately snaps back into soldier mode as she moves towards the Director.

"What is it Sir?" she asks, standing at attention behind him.

"A potential assassin is trying to locate my whereabouts. I need you to find them first. You're my best Agent and the only security force here besides FILSS. I need you to take care of them." he orders sternly, any trace of softness now gone.

"Is it Agent Pennsylvania Sir?" she asks.

"No. Someone much worse." he says grimly as he turns in his chair with his hands crossed as his elbows rested on the arm rests.

"Say no more Sir. I'll armor up and head out as soon as possible." she replies, her voice absent of its' tenderness.

"Good. Do not fail me Agent California." he replies before turning his back to her.

Serena exits without another word. The Director listens closely until the door slides completely closed before slumping in his chair with a heavy sigh. He opened the top right desk drawer and removed a small picture frame. He inspected it closely and shut his eyes tightly as his brows knit together in sadness. The picture, was of a blonde woman with blue eyes. She was dressed in UNSC Marine gear and was smiling back at him warmly. He set the picture down and took off his glasses before rubbing his eyes with is thumb and forefinger.

"I'm sorry Allison. I have betrayed you. Will you ever forgive me for this misdeed that I have committed? Can you still love a broken man?" he mumbles softly, his voice shaking with sadness.

He hangs his head solemnly and is left to fester in his regret.

**OCT 25 2557 APPROX. 200 KILOMETERS FROM DEMOLISHED FREELANCER BASE**

Lydia kicked a few rocks around before settling down on a log in a small clearing. She took off her helmet and set beside her feet. She let her head fall into her hands as she thought about what she had said to Serena. She mentally cursed herself for admitting something so deeply personal to her former friend but she had no other choice.

The realization of what Kat was to her made her realize just how much her heart was hurting. She was living in regret for five years over something that she finally came to realize she couldn't control. No matter how hard she tried to make herself believe that she could have stopped the inevitable, she knew that it would have made no difference.

She sighs solemnly and picks her head up. She looks around slowly, just simply drinking in her surroundings and enjoying the peace. It was times like these that she cherished. After all, no Spartan had time to ponder anything with the Covenant on their tails. She took in a deep breath and and released it. Along with its' release was the release of all her stress. It was here, in the middle of nothing that she could truly let go and be free of any troubles.

She began to rethink her mission of killing the Director. She knew at this rate that Serena was probably back at her master's side and that it'd be impossible to separate them again. She then began to really think about why she was doing it. _'Do I really want to do this? No. Why? Because it's not your place to end that man's life. But I've ended so many lives. Why is he different? Because he's not the real enemy and you know it. You helped the wrong side and now you're paying for it. You've seen what Charon does and what they can do. Are you really going to kill the man that's trying to stop them? No.' _she mentally battles. Her more logical side, winning the fight, makes Lydia sigh and smile.

"You're lucky I have a smarter side...Director." Lydia mumbles, finalizing her decision. She was going to retract her mission. She no longer felt it necessary to kill the Director. Instead, she was going to attempt to help him. Indirectly of course.

Lydia heard heavy footfalls and immediately rose to her feet preparing for whomever was coming. She could tell from how heavy they were that the person accompanying them was wearing armor. She timed the strides and her eyes widened as she matched the strides with the only Freelancer she'd hope she'd never see again...Maine.

Lydia goes to grab her helmet but she's too slow to react as Maine breaks through the trees and grabs Lydia by the throat, his surprising strength making her dangle a few feet off the ground. His grip tightened slight and Lydia tried her best to fight back but his grips was to strong. She could hardly breathe and what was worse is she could hardly move. Maine reached around to the back of Lydia's head. Her eyes widened in horror as she realized what he was reaching for. She thrashed violently but it wasn't enough. He slowly tears Tau's AI chip from Lydia's head. Lydia cries out in pain as she hears Tau's echoing calls fade once she was completely pulled.

Maine tosses Lydia aside and she holds her head as she tries to will herself to recover quickly. She wasn't going to let him take Tau away from her. Tau was the only thing keeping her sane, regardless of her echoing voice at the back of her head. Maine, satisfied that Lydia is incapacitated, removes his own helmet and places the chip into the back of his head. He places his helmet back on and gives a threatening growl and shudders as he adjusts to the newest AI added to his "collection".

Lydia rises, albeit weakly, to her feet. She throws her helmet back on and takes out her knife. She rushes at Maine, digging the knife deep within his chest. She then assaults him with a flurry of kicks and punches, making him stumble back a few feet. She then rushes at him and connects a strong punch to his chest, sending him into a nearby tree. Lydia was borderline pissed. She wasn't going to let this corrupt Freelancer get away with her AI.

Maine rises from the tree and tears the knife out, seemingly unfazed by the attacks Lydia had initiated. He rolls his shoulders and cracks his neck. Lydia stares in shock as she sees Maine just shrug off what she had done to him. Maine throws the knife back at Lydia, whom is too slow to react again and takes the knife directly in her chest. He then rushes at her and initiates his own flurry of punches, all of them meant to injury her severely. Lydia, finding it hard to time his punches, tries her best to block but her block is multiple times and she grinds her teeth together to prevent any exclamation of pain to escape her lips.

Maine then winds up with a well placed round house kick to her chest and sends her tumbling several feet away. Her helmet comes loose and tumbles off as she gets to her feet. She inspects the knife and deciding that it only stuck into her armor, pulls it out only to be met with a stab of pain and blood welling up and dripping down the armor plate. She winces but puts on a brave face.

She throws the knife to the ground and glares at Maine. She has come so far with Tau and she wasn't going to give up now. She coughs out a bit of blood but refuses to show weakness. She sees a little glimmer before an orange, flaming AI appeared at Maine's shoulder.

"We are the Meta. You cannot stop us." Sigma's echoing voice says.

Lydia clenches her fist and locks her jaw in a scowl. She was not going to let this psychotic AI influence Tau. She then saw the other AIs; Gamma, Delta, Theta, Eta, Iota, and finally Tau. They all looked miserable except for Gamma. One by one they all disappeared, Sigma included. She growled and charged at Maine, only to be met with a powerful punch to her gut, making her double over in pain as she tried to regain her breath. He then brought his knee up and it connected with her jaw, sending her onto her back with a solid thud. She smacks her head on the ground and she holds her head as it hits the same spot Tau's AI chip had been.

Maine comes over and stands menacingly over her. She shuffles away from him trying her best to stand but she found standing to be a chore as she became dizzy any time she tried to do so. Maine kicks her hard in the stomach and keeps kicking her, finally making her cry out in pain. He pushes her over on to her back with his boot and comes down hard with a curb stomp, breaking a few ribs on impact. Lydia tries to call out but the scream comes out as a choked gasp as she tries to breathe.

Maine, satisfied by the damage, turns to leave. But, before he does, he places a kick to Lydia's head, showing no mercy, knocking her unconscious immediately. He growls smugly at his handiwork. She would surely die in a few short hours. Maine chalked this one up as a victory as he stalks away from her, never to be seen again.

**OCT 26 2557 ZERO HOUR**

Lydia could hear a muffled voice and willed her ears to work. She slowly opened her eyes and struggled to keep them open. Slowly but surely, her hearing became clearer and her eyes finally stayed open once her instincts kicked into overdrive.

"Penn? Penn! Wake up! Come on now! Stay with me. I need you." a feminine voice calls.

Lydia looks over towards the direction of the voice and is met with a pair of concerned emerald eyes and fiery red hair. She sees the Cyan colored female hovering over her protectively and inspecting the undoubtedly many wounds that she had received.

"Car-" she starts but coughs. She spits out blood and says weakly,

"Carolina?"

"Oh thank goodness you're awake. Yeah, it's me just take it easy. I'm going to get you out of here. We need to get you medical attention." Carolina replies, placing her Rogue helmet back on.

"Wher-Where's Maine?" Lydia asks.

"I should have known that's who did this to you...Long gone by now." Carolina replies.

Lydia remembering why Maine attacked her in the first place says,

"He's got Tau! I can't let him keep her! I won't let him take her from me!"

Lydia bolts upright only to groan in pain and fall back onto her back.

"Easy! Easy! You're in no condition to go off and do some heroics now. A few of your ribs are broken, we have to get you help before they set. One of them is probably puncturing your lung based on your labored breathing. We need to get you out of her now." she says sternly before adding in a gentler tone,

"Just relax for now. If we can, we'll get Tau back but now, I'm more concerned about you. I can't lose you just yet. I need you to help me with something but we'll worry about the details later."

Lydia looks up to Carolina, her savior. The last thing she sees is the way the moon highlight's Carolina's red hair as she pulls her helmet off. She looked beautiful, angelic almost. Lydia let's this one thought slip into her mind; _'Like a fallen angel'_.

|Author's Note:|

I am so done writing romance. I mean yes, it's fun but sometimes I can get a little carried away... *clears throat* Anyway...I would like to apologize for the major Non-Cannon events as well as the Out of Character stuff because I know it's there so don't try to lie to me *wags pointer finger accusingly*. Anyway, hope you guys enjoy this little filler piece. Trust me, the good stuff is coming I promise. Things are about to go down but I probably won't update until after Halloween because reasons. (I love Halloween and I want to fall into a candy coma) If you loved this part or if you absolutely hated it, or if you see something that could be improved, let me know! :D Leave a review, I'd love to hear your thoughts. I think I've rambled enough about this chapter. Stay Awesome you wonderful readers!


	8. Chapter 8

Fallen Angels, Righteous Demons

Chapter 8: Fallen Angels, Righteous Demons

**(Warning: This Section Contains the following: Strong Language and Mild Violence. Viewer Discretion is Advised)**

**Jan 16 2558**

_Lights flashing and doctors hover over a broken body. The body was well muscled and scarred to a degree that could only indicate this body had been through the traumas of war. This body was feminine and this body was bloody. The muffled voices called out different things. Certain points indicating the body's condition. This body was alive. This _woman_ was alive. This _Spartan_ was alive but severely injured. She opens her eyes and panics before being subdued by a near lethal dose of a sedative. The doctors work tirelessly, she awakes but remains calm. She knows..._

"Penn? You okay? You zoned out there for a bit." a feminine voice calls pulling her back to the present.

Lydia shakes her head and gazes at the woman that had called her. Carolina. Her savior. She owed Carolina her life so it was no surprise that despite Carolina's request, she had accepted without question. She's once again tracking the Director. To kill him.

"Yeah I'm alright. Just lost in thought is all." Lydia replies with a dismissive shrug.

Carolina eyes her curiously, her look hidden behind her Rogue helmet. She shakes her head and decides to let it go. Penn has always been a mystery to Carolina, but she never questioned the Spartan considering she was a reliable teammate and a good listener. She remembers the times that she would sneak into Penn's quarters just to talk to her. Penn is the only the person that Carolina trusted being so vulnerable around. In time, her bond with Penn went from aquaintence to friend in a matter of weeks. It shocked her but warmed her heart at the same time. How often could she say that she had a friend she could trust? Not very.

"We should be getting close to where Epsilon is. Be ready for anything." Lydia warns Carolina whom, just nods.

Shortly the two women arrive at the intended destination. A small facility that housed the AI Epsilon. The memory unit itself was dying but they had recieved word from Wash that it was being kept alive by what little power the small facility had. They had also learned that Epsilon himself was being rescued.

They waited outside while the others worked to rescue Epsilon. Lydia, on the flight over, had been informed that Wash was working alongside the Reds and Blues from Blood Gulch. Despite how awkwardly they acted, Lydia had taken a liking to the so called "idiots" as Carolina had described them. She watched as Grif drove the Warthog while Sarge rode as gunner and Simmons as passenger.

She also watched as Tucker attempted so many flirting techniques on Carolina to no avail. Time and time again he would try and time and time again, he was harshly rejected by Carolina. She often threatened him if he didn't leave her alone.

Suddenly, Wash and Caboose emerged from the facility with Epsilon hovering over Wash's shoulder. Lydia stood from her perch on the rock and walked over to him.

"Hello Wash. Epsilon. Good to see you." Lydia says, grabbing Wash's attention immediately.

"Oh! Hey Penn. To be honest, I didn't think Carolina would have actually gotten you to go along with this." he replies, surprise evident in his voice.

Lydia chuckles then says jokingly,

"Yeah well, it's the green eyes and red hair. I'm a sucker for green eyes."

Wash chuckles as well, understanding the joke without saying a word.

"It's Church by the way. Thanks...uh...what was your name again?" Church grumbles.

"It's Penn but you can call me Lydia." she replies.

"Right. Wait-Did you say Carolina, Wash?" Church questions.

"Look, I need your help in finding what hole the Director is hiding in." Carolina says, stepping toward the group.

"I can't believe this! Are you wearing my armor?!" Church exclaims, glaring at Wash.

"See...they uh...decided to replace you...kind of." Wash replies nervously.

"Yeah...it's more like we couldn't find another word for taking your place and making everything better almost immediately so we just say replace." Caboose says.

"Unbelievable." Church grumbles.

"Ease up Epsilon. Afterall, you kind of owe to them for saving you." Lydia replies.

"And just what do you know? You're just a Freelancer that happened to survive and _left_ the Project right as it was falling. Coincidence? I don't think so." Church growls.

"What's he talking about Penn?" Carolina questions.

"He's talking about how I betrayed the Project." Lydia replies calmly.

Carolina's eyes widen behind her helmet and says,

"That was _you_?" she questions, a slight edge to her voice.

"Look, I thought I was doing the right thing. I didn't think it was going to cause this many deaths. I thought everyone would be okay." Lydia replies.

"Well you were _wrong_. Because of you, York, Wyoming, Florida, North, _and_ South are dead. How does that make you feel _Penn_ knowing that their blood is on your hands." Church exclaims.

"It feels horribe! You act like I don't feel guilty about my actions! Like I don't care. That I'm just a mindless and soulless killing machine. Well news flash _Church_, I'm not! I'm human just like Wash, Carolina, and everyone else her besides you!" Lydia retorts.

Church falls silent as does the Reds and Blues as they absorb what has been said. Carolina places a gentle hand on Lydia's shoulder but removes it shortly after. She sighs and looks to Wash whom, simply nods.

"Nobody blames you, Lydia. Church is an idiot but we need him to find the Director. You said it yourself, you don't know where he is. He's our best bet in finding the Director. So for the sake of all of us," Carolina says, raising her voice.

"Play nice. Just until we kill the Director. After that, you could EMP him if you want." Carolina finishes.

Lydia sighs and nods, a silent agreement to Carolina's proposition. Church snorts but finally nods as well. With this in mind, the group sets off in the direction of the first clue to where the Director might be.

**DEC 17 2558 -DEATH SITE OF INSURECTION LEADER-**

"Well, this is where she died." Church says.

"No. She didn't die here. Her armor is here, yes. But she herself, died elsewhere." Lydia replies.

"And just how would you know?" Church asks.

"I was there when she died. Most of the other Freelancers weren't monitoring it, but I was monitoring her vitals the day we attacked the Insurection's off-shore facility. Her vitals flatlined as an escape pod flew off. I knew then she had been killed by Tex. A sad moment. She died too young." Lydia replies evenly.

"You're starting to scare me you know that?" Church says equally as even.

"Yeah well, when you're helping an Agent betray the Project you serve discreetly, you tend to keep an eye on the key asset." Lydia replies with a shrug.

"Well, let's see what she was hiding in this armor then." Carolina says, motioning for Church to pick at the circuitry.

Church nods and begins his work while the others meander and talk about nonsensical things. Wash approaches Lydia as Carolina hovers over CT's helmet.

"So...You knew she died with him. I didn't actually think you cared about her." Wash says.

"Maybe not like you did, but I cared for her as I would any other one of my teammates. She was so young, it seems that her life was too short, but it comes with the profession." Lydia replies.

"That's not what it was- I just-" he sighs then says,

"I wish I coud have said goodbye."

"Yeah well, we're not all so lucky to have that privilage." Lydia replies solemnly.

They both fall silent before Wash says,

"What were they like?"

"Who?" Lydia replies questioningly though she has a feeling she knows what Wash means.

"Your team." he says.

Lydia takes a deep breath and sighs. She knew this would come up sooner or later, but she preffered it be later rather than now.

"They were kind of like how we were in Project Freelancer. You had two that argued constantly, one deeply loyal to the leader of the group, one a ball of sunshine and rainbows but could be serious, and the leader who held them all together. They were my family. I went through the hellish nightmare that was the Spartan II Program with them. I even suffered through the trial of Reach with them. I held my Lieutenant Commander as she died. I watched helplessly as the others were either shot to death, blown up, or run through with and energy sword. You know Wash, life isn't as glamorous as the media makes it. Good people die. Many die too young. You never really know how much people mean to you, until they leave you." she replies with a tired tone in her voice.

Wash stood in silence, shocked by how much Lydia had shared with him. He thought she would not want to talk about it but clearly was wrong. He never really realized how burdened by the deaths of her teammates she was until she told him. It made him respect her all the more for remaining this strong after the horrible tragedies she had faced.

"I'm sorry to hear that Penn...er Lydia. And, you're right. You really don't know how much people mean to you until they're gone. I'm learning that lesson now." he replies solemnly.

Lydia places a comforting hand on his shoulder before walking over towards Carolina.

"You won't find anything here. Your best bet is the crash site." Lydia says.

"Crash site?" she questions.

"She means the crash site of Tex's pelican." Church says, appearing above CT's helmet.

"Where is it?" Carolina questions.

"It's in a place known as Valhalla." Lydia replies.

"And the only way to get there is if we had a ship of our own." Church adds.

"Well lucky you, I still have a few tricks up my sleeve." Lydia says.

"What do you mean?" Carolina says.

"I still have ties with the UNSC. I can have them drop a bird over here." Lydia replies.

"You do realize that the entire UNSC is hunting _us_ and they really don't like Freelancers." Church says.

"Yeah well, don't tell them who you are and you'll be fine. Believe me, once they hear my name, they won't hesitate to give me evac." Lydia replies firmly.

"Fine. But if we all die, this is on you." Church grumbles in agreement.

Lydia nods and turns away from the duo and begins to radio any local UNSC bases in the area.

"Attention any and all UNSC bases in the vicinity, this is Sierra zero-one-three requesting immediate evac." she says into her comms.

"...We read you Sierra Zero-One-Three. Good to hear your voice Spartan. This is UNSC Sandtrap Base Alpha tack Zero-Three-Zero. What is your location?"

"Good to hear your voice too. I am located at an old complex. Sending location now." Lydia replies, thankful that someone had heard her hail.

"We got you on our radar Spartan. We're coming to get you. ETA fifteen minutes." the dispatcher says.

"Roger that. Sierra Zero-One-Three out." Lydia replies cutting the comms.

She turns to the group and says,

"Good news, we've got a bird. Bad news is we're not returning their bird."

"Great work Penn." Carolina says.

"Does this mean we're going home?" Caboose asks.

"No Caboose, it means we're one step closer to finding a clue on where the Director is hiding." Church replies, annoyance clear in his tone.

"What exactly are they sending us?" Wash asks.

"Based on how close they are, probably a Falcon or two. Should be enough to haul everyone out of here. One pilot, two gunners, three passengers. Should be enough." Lydia says as she lists out the number of seats per Falcon.

"Should be." Carolina replies.

"What exactly are we going to find at this crash site Church?" Carolina asks turning to look at him.

"Who knows? It's not everyday that I try to track the Director from one of Tex's bodies." Church says.

"Only one way to find out." Carolina says sternly as two Falcons come into view over the horizon.

Upon their touchdown, Lydia walks up to the pilots, whispers a few words and nods to them. The two pilots nod, seemingly terrified by the Spartan and back off. Lydia then waves the group over.

"All aboard. Next stop, Valhalla." she says loudly.

"I don't know how you did it Penn, but I'm glad you did." Carolina says, taking up the passenger seat of one of the Falcons.

"Yeah well, I try." Lydia says with a smile that is hidden behind her Mark V helmet.

"Wash, you can pilot the other one right?" Carolina questions.

"Of course I can." he replies.

"All right then, let's load up and get the hell out of here." Lydia says.

The group piles into one Falcon or the other without any question, and they begin their ascent, heading towards their next destination; Valhalla.

**DEC 17 2558**

The group arrives at Valhalla with virtually no problems except for Church being annoyed by Caboose and Tucker. They landed, gracefully with Lydia but not so gracefully with Wash.

"Wash, remind me to not let you land this thing ever again." Church says as he follows Tucker off the Falcon.

"At least I'm better than Grif." he replies.

"Hey I heard that! I'll have you know that for piloting a plane for the first time, that was a pretty solid landing." Grif retorts.

"Look the crash site is just over this hill." Church says to Carolina.

"Show me." Carolina replies.

"Is it just me, or does she seem a little more pissy than usual?" Wash says as he comes up by Lydia.

"She's probably getting frustrated that we haven't found anything yet. I'm not surprised. We're chasing a cold trail." Lydia replies with a half-hearted shrug.

"I suppose you're right." Wash says.

"Do you ever think we'll find him?" he asks seriously.

"Yes. But, I don't think we'll actually kill him." Lydia replies calmly.

"Why do you-" but he's cut off by Carolina saying,

"Nothing...Goddamnit! Not another dead end!"

"Hey easy! I'm still working in this thing you know." Church replies.

"Maybe there was no end to follow Carolina. We might just be chasing a ghost." Wash says.

"No! I know he's alive! I _will_ find him." Carolina growls.

"Easy killer. We will find him, but not like this. There's still one place we haven't checked." Lydia says.

"And what place is that?" Wash asks.

"The one place we would never think to look. The training base with the combat scenario. It was last activated a year ago." Lydia says.

"_Now_ you tell me?" Carolina questions with anger laced in her words.

"Look, I just looked into it. Believe it or not, the databases are still active. If you were smart enough to check those, we might have found him by now instead of chasing these dead ends." Lydia replies.

"We're going there. Now." Carolina says.

"Wash, round up everybody, Lydia wait by the Fal-"

Carolina gets cut off by the sound of two explosions. She looks over to see both Falcons destroyed.

"You've got to be kidding me!" she hollers.

Two Hornets hovered over them on the beach head. Judging from the looks of the Pilots, they were definitely from the UNSC. Lydia shook her head realizing that the Pilots had made a foolish mistake. They landed close by to the group and shouted exclaimations of how there was no escape and that they were all under arrest.

Carolina, Wash, and Lydia all exchange a look before overtaking the pilots and stealing the Hornets. They piled everyone on before heading out on their next venture.

**DEC 18 2558 -Project Freelancer Facility Zanzibar-**

"Are you sure you're ready for this? After all, beyond this point, there's no going back." Lydia says.

"I'm as ready as I'll ever be." Carolina replies.

"Well then, you better get going." Lydia states calmly.

"Aren't you coming with?" Church asks as he appears at Carolina's shoulder.

She looked to the small group and back to Carolina and Church. She could see they were tired. Tired of running, tired of fighting, just done with this whole mess. She could tell they were all ready for it to finally be over.

"Let's just say that a shadow has been following us and I plan on distracting that shadow. Besides, it'll give me something to do. This is between you and the Director now." Lydia replies as she turns to leave them.

"What shadow?" Carolina asks.

"California." Lydia says evenly.

Carolina nods in understanding. It was no secret that Lydia and California had a connection. If California was hunting them, it meant that the Director knew they were coming. Carolina wanted to say something, anything to ease the tension.

"Good luck." Carolina says as she rests a gentle hand on Lydia's shoulder.

Lydia pats her hand before it retracts and says,

"You too. Just promise me you'll leave as soon as it's done."

"I will." Carolina says, walking through the doors to meet up with the Director.

Lydia briefly looked over her shoulder and turned her attention back to the group. She walked past them earning a questioning head turn from Wash. He went to follow but is dismissed by a wave of Lydia's hand.

"Where's she going?" Tucker asks.

"I don't know. On her own I suppose." Wash replies, unsure himself of what Lydia was up to.

Lydia activates her armor ability and slips by them heading through the doors to watch Carolina's interaction with the Director. Upon her arrival she sees Carolina beginning to stride toward the Director slowly. She looks over to the screen and sees a video playing.

"Beginning playback." FILSS's voice rings out.

_"Leonard, come on. Stop it, put that thing down. You're gonna make me late. They're waiting for me. Leonard-"_

"Hello Director." Carolina says.

"Hello Agent Carolina. Would you like to watch this file with me?" the Director asks.

"No." she replies simply.

"Play it again FILSS." he orders.

"Director?" FILSS questions with concern.

"Again." he demands.

"So this is what you've become." Carolina says calmly.

"I just need to watch this. I think I have a way. A way to bring her back right this time." he says solemnly.

"The authorities are hunting you now. If I found you, they will too." Carolina states dryly.

"I just need a bit more time." he replies.

"No! You've had your fucking time. You have to answer for what you did. To the Meta, to Washington, to Carolina... to _me_, and to her. To Texas!" Church exclaims.

"Hello Epsilon. You came all this way just to see me?" the Director questions.

"I'm here to remember what you've done. _Somebody_ has to." Church replies coldly.

"Church-" Carolina starts but is cut off by Church.

"Not all of us got off scot-free, Carolina. He was brilliant. And we trusted him. But he lied, to us. He twisted, and tortured us. And used us! Manipulated us for his own purposes, and for what!? For this? This... _**shadow**_? He needs to pay." Church retaliates.

_"Leonard come on. I have to go. Don't make me hurt you."_

Carolina removes her helmet while the Director removes his glasses. The two share a look and emerald-green eyes meet indicating the well-kept secret that Lydia had already guessed.

_"And don't worry you'll see me again."_

Carolina feels a rush of emotions. She tries to keep her angered expression but finds it breaking as she stared at the man she had hunted for so long. The man who she had tried so hard to impress. The man that was her father. She rested on a sad look as she took pity on him and instead kissed his forehead.

_"Ready?"_

"Just a bit more time." the Director says sadly.

"Come on Church. We're leaving." Carolina says calmly.

"I thought we came all this way, to kill him." Church replies evenly.

"Church, remember what you learned in the memory unit? You need to let go. Your past doesn't define who you are. Just gives you the starting point for who you're going to be." Carolina states.

"Agent Carolina?" the Director calls.

"Yes Director?" she replies.

"Would you be so kind, as to leave me your pistol." he says.

Carolina does as she's asked wordlessly, knowing all too well what he was going to do with that pistol.

"Thank you Carolina." he says kindly but with a somber tone.

"Goodbye, Sir." Carolina replies.

Carolina leaves the room, leaving Church with the Director. Lydia gazed out in shock at the events that had transpired. Now she finally understood.

"You were my greatest creation." the Director says somberly.

"I don't know what I am. But I do know this: I'm more than just a copy of you. I'm better than you." Church says defiantly.

"I wasn't speaking to you." the Director says with the same somber tone.

Church leaves and Lydia takes this as her time to leave as well. She looks over her shoulder before leaving and watches the Director hang his head. She remains in place for a bit before finally leaving the broken man alone.

"Play it again, FILSS." the Director says.

"Beginning playback." she replies.

"Thank you FILSS, now I would like you to erase all our files except for this one." he requests.

"All our files? Does that include, me Director?" she questions.

"It has been a pleasure working with you FILSS. I am sorry." he replies.

"And you as well Director." FILSS says.

"And before you do, please shut down all the facility systems as well. Take everything offline." he adds.

"Director, this is a sealed facility. If I shut down all the systems, life support would not-" FILSS states but is cut off by the Director saying,

"Thank you FILSS, shut them all down. Lock me in."

"Alright. Was the project a success? Did you find what you were looking for?" she asks.

"No, no I did not. But I believe I might have come very close. I wish...I wish I knew." he replies in a somewhat happy yet sad tone.

"I see." FILSS says.

_"Don't worry. You'll see me again."_

"Perhaps the next time around." the Director says.

"It has been, and honor, Sir." FILSS replies, seemingly sad.

The doors to the facility slide shut, sealing the Director in for the last time.

_"Don't say goodbye. I hate goodbyes."_

"It's done." Carolina says, her voice even despite all that has happened.

"I know. I saw the whole thing." Lydia replies as she looks out over the horizon, helmet off.

"I had a feeling someone was there but I wasn't sure." Carolina replies in a teasing tone.

"Are you going to be okay?" Lydia asks turning her head to face Carolina and look her straight in the eye.

"I'm not going to lie, it was tough. I wanted so much to be mad at him but I found I couldn't. Honestly though, would you kill your own father if he had done the things the Director did?" Carolina asks.

"True. I probably wouldn't. Then again my father has been dead since I was 6 so..." Lydia replies with sarcasm.

Carolina playfully hits Lydia's shoulder and Lydia fakes being hurt.

"Thanks. For everything. I mean it. Without you, I probably would have gone insane by now." Carolina says, truth ringing out in her words.

"No problem. It's what friends are for." Lydia replies.

"So where will you go from here?"Carolina asks.

"There's still a wicked thorn in my side I need to take care of. She'll probably be here in a few hours so I think it's best you guys get out of here while you can." Lydia says.

"You know she'll try to kill you right?" Carolina replies seriously.

"Yeah I'd rather it be me than these guys and you and Wash." Lydia says nonchalantly.

"Fair enough. Just..be safe okay? Stay out of trouble. In case you do die, I just want to say that you've been a great friend and I'll miss you." Carolina says sarcastically.

"Oh come on Carolina, you know that Spartans never die." Lydia says with a chuckle.

Carolina chuckles too and puts her helmet back on.

"Well I best be off Church told me about a place he wants to send his team to, so I figured I'd let him show me. That way, his team is safe and I don't have to worry about them." Carolina says.

"Probably a good idea. Good luck Carolina. I'll see you again in time." Lydia says.

"Yeah. You will." Carolina replies warmly as she trods off to the group.

Once the group had all assembled, Carolina loaded them up and lead them far away from the base. Lydia watched them go a smile on her face. Carolina was free at last. The fallen angel, free from her sins.

Lydia waited around kicking up rocks and shooting at random birds as they flew by. Eventually, she heard a pair of hurried and heavy footsteps trotting their way toward the facility. Lydia knew without thinking who it was. She picked up her helmet and decided to intercept Serena before she could get too far.

She waited and nearly close lined Serena as she held her back with her right arm.

"Wait wait wait. You don't want to go up there. The place is sealed tight and you'll never get in. Listen whatever you thought you had with him is over. He asked Carolina to leave her pistol. You and I both know what that means." Lydia says calmly.

"What? No-that's...That's impossible! He wouldn't-but I..." Serena fumbles over her words as she collapses to the ground, realizing the truth.

Behind her helmet, a few rouge tears escaped her eyes as everything she had thought came to fruition as a lie. The kiss, the looks, the hug...All of it lies. Her voice is steady as she says,

"How long ago did it happen?"

"Three hours give or take four. Look, this was his choice. He was a coward and took the coward's way out. He and I might have had differences and we may have had our similarities too but the big difference between he and I is that I was strong enough to face my demons and overcome them instead of cowering from them." Lydia replies.

"I just can't believe he's gone." Serena says, her voice slowly betraying how she really felt.

"Now you and I are not so different Serena...Come on, don't tell me you're getting soft on me now." Lydia replies, trying to use humor to get her best friend to cheer up.

"Not in this lifetime." Serena says her mood slightly changing.

"Hey...I know it sucks now, but it'll get better. It might get worse, but it'll still get better. Trust me." Lydia says.

Serena simply nods and the two fall to an eerie silence.

"On the bright side, I know some people who are dying to see you." Lydia says, finally breaking the silence after ten uncomfortable minutes.

"Oh and whom might these people be?" she replies, buying into the bait.

"Your team, or what's left of it anyway. Kelly, Linda, Fred, and Chief. They're all alive and they're waiting to see you. They're on the _Infinity_. Kelly, Linda, and Fred finally made it off Onyx." Lydia replies happily.

"Really? They're still alive? That's...great but how do I know they really want to see me? I mean, don't they think I'm dead?" Serena asks.

"They did until I proved to them that you were alive. They were pleasantly surprised to put it lightly. Point is, they want their Commander back." Lydia replies.

"Well...what are we waiting for then?" Serena asks.

"I was waiting on you. But before we go, are you going to be okay?" Lydia asks, concern clear in her voice.

"I'll live." she replies curtly.

"One more question." Lydia says.

"What?" Serena replies.

"Are we good now? Are you gonna stop trying to kill me?" Lydia asks.

"Of course we are. Come one now! We're best friends. We fight all the time and we make up. It's our thing. If we aren't trying to kill each other at some point, then there's something wrong with us." Serena says with a light chuckle.

"Yeah I guess you're right. Well, let's get going then, I'm done with this place." Lydia says starting to walk off towards a local UNSC base.

"Yeah...me too." Serena replies quietly and follows her to their next destination: the _Infinity_. She ponders one last thing before turning to join her comrades.

_'Maybe the next time around, Sir.'_

|Author's Note|  
>I know that it says 9 chapters now but believe me the actual story is only 8. I just wanted to take the time to thank all of you wonderfully amazing people for keeping up with me on this amazing journey through the eyes of two OCs. One of them belongs to my best friend but she gave me permission to use her character so I'd like to thank her for that as well.<br>For those of you that have written reviews, I can't thank you enough for the positive feedback as well as the constructive criticisms given on this piece. I know some chapters were a bit confusing with the tenses but I promise I will work on that for future fics and stories.  
>Speaking of future fics and stories, I will be up for any and all types of fanfics provided I know the content of what I'm writting but at the moment I'm feeling a RWBY fic with Blake and Yang (BumblebeeBumbleby) pairing as the main focus with maybe a bit of White Rose on the side depending on what you guys want to see.  
>I may do another Halo fanfic I haven't decided yet, maybe going more in depth on Lydia's past with the fall of Reach or maybe even back further to the start of the Spartan II program and kind of how her and Serena came to be friends, who knows? But I digress, I will leave that up to you guys.<br>I also can do anime fics it just depends on the anime and how well I know said anime. Like I said, up to you guys but most likely the next fic to come from me will be a RWBY fic just because I've been dying to write a super awesome fic about the Blake/Yang ship soo...yeah...  
>Anyway, if you would like me to write you something or if you want to shoot an idea to me of what to write next, please do not hesitate to contact me on here via a review on this little number or a PM.<br>Thank you again so so much for taking the time for reading this fic and I hope you enjoyed reading it almost as much as I've enjoyed writing it. Stay awesome readers!  
>~SilganSentry<p> 


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